Attached files
file | filename |
---|---|
EX-23.1 - EXHIBIT 23.1 - Butterfly Network, Inc. | nt10009002x9_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - Butterfly Network, Inc. | nt10009002x9_ex5-1.htm |
As filed with the Securities and Exchange Commission on May 20, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Longview Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
|
6770
|
84-4618156
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification No.)
|
767 Fifth Avenue, 44th Floor
New York, NY 10153
Telephone: (212) 812-4700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John Rodin
Chief Executive Officer
Longview Acquisition Corp.
767 Fifth Avenue, 44th Floor
New York, NY 10153
Telephone: (212) 812-4700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Paul D. Tropp, Esq.
Christopher J. Capuzzi, Esq.
Ropes & Gray LLP
1211 Avenue of the Americas
New York, New York 10036
Telephone: (212) 596-9000
|
Gregg A. Noel, Esq.
Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue, Suite 3400
Los Angeles, California 90071
Telephone: (213) 687-5000
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. ☒ 333-237960
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☒ |
Emerging Growth company
|
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
|
Amount
to be
Registered
|
Proposed
maximum
offering price
per share(1)
|
Proposed
maximum
aggregate
offering price(1)
|
Amount of
registration fee
|
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-third of one redeemable warrant(2)
|
6,900,000 Units
|
$10.00
|
$69,000,000
|
$8,957
|
Shares of Class A Common Stock included as part of the Units(3)
|
6,900,000 Shares
|
—
|
—
|
— (4)
|
Redeemable warrants included as part of the Units(3)
|
2,300,000 Warrants
|
—
|
—
|
— (4)
|
Total
|
$69,000,000
|
$8,957(5)
|
(1)
|
Estimated solely for the purpose of calculating the registration fee.
|
(2)
|
Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-237960).
|
(3)
|
Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
|
(4)
|
No fee pursuant to Rule 457(g).
|
(5)
|
The Registrant previously registered securities having a proposed maximum aggregate offering price of $345,000,000 on its Registration Statement on Form S-1, as amended (File No. 333-237960), which was declared effective by the
Securities and Exchange Commission on May 20, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $69,000,000 is hereby registered, which includes
securities issuable upon the exercise of the underwriters’ over-allotment option.
|
The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-1 is being filed by Longview Acquisition Corp., a Delaware corporation (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. This
Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-237960) (the “Prior Registration Statement”), initially filed by the Registrant on May 1, 2020 and declared effective by the Securities
and Exchange Commission on May 20, 2020. This Registration Statement covers the registration of an additional 6,900,000 of the Registrant’s units, each consisting of one share of the Registrant’s Class A common stock, $0.0001 par value per share, and
one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of the Registrant’s Class A common stock. The required opinion of counsel and related consent and accountant’s consent are attached hereto and
filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-237960) are incorporated by reference into, and shall be deemed a part of,
this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:
Exhibit
No.
|
Description
|
|
Opinion of Ropes & Gray LLP
|
||
Consent of WithumSmith+Brown, PC
|
||
Consent of Ropes & Gray LLP (included in Exhibit 5.1).
|
||
Powers of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-237960) filed on May 1, 2020.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on May 20,
2020.
LONGVIEW ACQUISITION CORP.
|
||
By:
|
/s/ Mark Horowitz
|
|
Name:
|
Mark Horowitz
|
|
Title:
|
Chief Financial Officer
|
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||
*
|
Chairman
|
May 20, 2020
|
||
Larry Robbins
|
||||
*
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
May 20, 2020
|
||
John Rodin
|
||||
/s/ Mark Horowitz
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
May 20, 2020
|
||
Mark Horowitz
|
*By:
|
/s/ Mark Horowitz
|
|
Mark Horowitz
|
||
Attorney-in-fact
|